MODEL AGREEMENT Approved February 11, 2008 [INCENTIVE] [NON-QUALIFIED] STOCK OPTION AGREEMENT UNDER THE MAX CAPITAL GROUP LTD. 2000 STOCK INCENTIVE PLAN

Exhibit 10.11

MODEL AGREEMENT

Approved February 11, 2008

[INCENTIVE] [NON-QUALIFIED] STOCK OPTION AGREEMENT

UNDER THE MAX CAPITAL GROUP LTD.

2000 STOCK INCENTIVE PLAN

THIS AGREEMENT is made this ___ day of ___________, 20__, by and between Max Capital Group Ltd. (the “Company”) and [              ] (the “Optionee”).

WITNESSETH :

WHEREAS, pursuant to the Max Capital Group Ltd. 2000 Stock Incentive Plan, as amended (the “Plan”), the Company desires to afford the Optionee the opportunity to acquire, or enlarge, his/her ownership of the Company’s common stock, $1.00 par value per share (“Common Stock”), so that he/she may have a direct proprietary interest in the Company’s success.

WHEREAS, the Company has determined that it is in the best interests of the Company and its shareholders to grant the Option (as defined below) provided for herein (the “Award”), to the Optionee in recognition of the Optionee’s services to the Company, in partial consideration for the Optionee’s employment with the Company and in partial consideration for the Optionee’s agreement to comply with the Company’s policies as forth on Exhibit A attached hereto, such grant to be subject to the terms set forth herein.

NOW , THEREFORE , in consideration for the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Grant of Option . Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Optionee, during the period commencing on the date of this Agreement and ending on the close of business on the day of the [tenth] ¹ anniversary of the date hereof (the “Termination Date”), the right and option (the right to purchase any one share of Common Stock hereunder being an “Option”) to purchase from the Company, at a price of $_____ per share (the “Option Price”), an aggregate of [              ] shares of Common Stock (the “Option Shares”).

2. Limitation on Exercise of Option . Subject to the terms and conditions set forth herein and the Plan, the Optionee will be vested in __% of the Options on and after the _____ anniversary of the date hereof and an additional __% on each of the _____________anniversaries of the date hereof (each such anniversary, a “Vesting Date”); provided , that , except as otherwise provided herein, the Optionee is then employed by the Company on the relevant Vesting Date.

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3. Termination of Employment . Any Options held by the Optionee upon termination of employment shall remain exercisable as follows, subject to the conditions set forth in Section 4 hereof:

(a) If the Optionee’s termination of employment is due to death or Retirement, or if the Optionee’s employment is terminated by the Company for Disability (as defined below) or without Cause (as defined in the Plan), by the Optionee for Good Reason (as defined below) [or upon the Company’s failure to renew the Optionee’s work permit in Bermuda,] a pro rata portion of the Options which would have vested upon the next Vesting Date shall vest as of the date of such termination, and all other unvested Options shall immediately terminate and be forfeited. The pro rata portion of the Options that vests shall be calculated by multiplying the number of Options which would have vested upon the next Vesting Date by a fraction, the numerator of which shall equal the number of consecutive days since the most recent Vesting Date that the Optionee is employed by the Company to the date of termination, and the denominator of which shall equal 365 (rounded to the nearest whole number). If the Optionee’s termination of employment is for any other reason (including, without limitation, a termination by the Company for Cause), all unvested Options shall terminate on the date of termination.

(b) If the Optionee’s termination of employment is due to death or Retirement, or if the Optionee’s employment is terminated by the Company for Disability or without Cause, by the Optionee for Good Reason [or upon the Company’s failure to renew the Optionee’s work permit in Bermuda], to the extent vested, all vested Options shall be exercisable by the Optionee or any prior transferee of the Option or by the Optionee’s designated beneficiary, or, if none, the person(s) to whom such Optionee’s rights under the Option are transferred by will or the laws of descent and distribution for 1 year following such termination of employment (but in no event beyond the term of the Option), and shall thereafter terminate; provided , that , any exercise of an Incentive Stock Option beyond (a) three (3) months after the date of termination when the termination is for any reason other than the Optionee’s death or Disability or (b) twelve (12) months after the date of termination when the termination is for the Optionee’s Disability will cause the Option to be deemed a Nonqualified Stock Option and not an Incentive Stock Option. If the Optionee’s termination of employment is for any other reason (including, without limitation, a termination by the Company for Cause), all vested Options, shall be exercisable for a period of 90 days following such termination of employment (but in no event beyond the term of the Option), and shall thereafter terminate. An Optionee’s status as an employee shall not be considered terminated in the case of a leave of absence agreed to in writing by the Company (including, but not limited to, military and sick leave); provided , that , such leave is for a period of not more than 90 days or re-employment upon expiration of such leave is guaranteed by contract or statute.

(c) For purposes of this Agreement, “Disability” shall mean termination upon 30 days’ notice in the event that the Optionee suffers a mental or physical disability that shall have prevented him/her from performing his/her material duties for a period of at least 120 consecutive days or 180 non-consecutive days within any 365 day period; provided , that , the Optionee shall not have returned to full-time performance of his/her duties within 30 days following receipt of such notice. The Optionee shall have “Good Reason” to terminate his/her employment within 30 days after the Optionee has knowledge of the occurrence, without the Optionee’s written consent, of one of the following events that has not been cured, if curable, within 30 days after a notice of termination has been given by the Optionee to the Company or its Subsidiary, as applicable: (i) any material and adverse change to the Optionee’s duties or authority which are inconsistent with his/her title and position, (ii) a material diminution of the

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Optionee’s title or position; (iii) a reduction of the Optionee’s base salary; or (iv) any other reason which the Company determines in its sole discretion to be a Good Reason; provided , however , that if termination for “Good Reason” is defined in an employee’s employment agreement, the definition in the employment agreement shall apply for purposes of this Section 3 with respect to such employee.

4. Method of Exercising Option .

(a) Options, to the extent vested, may be exercised, in whole or in part, by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by the payment in full of the Option Price. Such payment shall be made: (a) in cash, (b) to the extent authorized by the Committee, by surrender of Common Stock owned by the holder of the Option for at least six (6) months prior to the exercise of such Option, or (c) through simultaneous sale through a broker of shares acquired on exercise, as permitted under Regulation T of the Federal Reserve Board, or (d) through additional methods prescribed by the Committee, or (e) by a combination of any such methods.

(b) At the time of exercise, the Optionee shall pay to the Company such amount as the Company deems necessary to satisfy its obligation to withhold federal, state or local income or other taxes incurred by reason of the exercise of Options granted hereunder. Such payment shall be made: (a) in cash, (b) to the extent authorized by the Committee, having the Company retain shares which would otherwise be delivered upon exercise of an Option, (c) to the extent authorized by the Committee, delivering Common Stock owned by the holder of the Option prior to the exercise of such Option or (d) any combination of any such methods. For purposes hereof, Common Stock shall be valued at Fair Market Value.

5. Issuance of Shares . Except as otherwise provided in the Plan, as promptly as practical after receipt of such written notification of exercise and full payment of the Option Price and any required income tax withholding, the Company shall issue or transfer to the Optionee the number of Option Shares with respect to which Options have been so exercised (less shares withheld in satisfaction of tax withholding obligations, if any), and shall deliver to the Optionee a certificate or certificates therefor, registered in the Optionee’s name.

6. Company; Optionee .

(a) The term “Company” as used in this Agreement with reference to employment shall include the Company and its Subsidiaries, as appropriate.

(b) Whenever the word “Optionee” is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the beneficiaries, the executors, the administrators, or the person or persons to whom the Options may be transferred by will or by the laws of descent and distribution, the word “Optionee” shall be deemed to include such person or persons.

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7. Non-Transferability . The Options are not transferable by the Optionee otherwise than to a designated beneficiary upon death or by will or the laws of descent and distribution, and are exercisable during the Optionee’s lifetime only by him/her (or his or her legal representative in the event of incapacity). No assignment or transfer of the Options, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except to a designated beneficiary, upon death, by will or the laws of descent and distribution), shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Options shall terminate and become of no further effect.

8. Change in Control . Upon the occurrence of a Change in Control, all outstanding Options shall automatically become vested and immediately exercisable in full.

9. Rights as Shareholder . The Optionee or a transferee of the Options shall have no rights as shareholder with respect to any Option Shares until he/she shall have become the holder of record of such share, and no adjustment shall be made for dividends or distributions or other rights in respect of such Option Shares for which the record date is prior to the date upon which he/she shall become the holder of record thereof.

10. Adjustments . In the event of any change in the outstanding Common Stock of the Company by reason of any stock dividend or split, recapitalization, merger, conso